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E.B. VILLAROSA vs BENITO & PARTNER CO.

, LTD vs BENITO
G.R. No. 136426, August 6, 1999
GONZAGA-REYES, J
FACTS: E.B. Villarosa & Partner Co., Ltd. is a limited partnership with principal office address in
Davao City and with branch offices in Paranaque and Cagayan de Oro. Petitioner and Imperial
Development Corporation executed a Deed of Sale with Development Agreement wherein the
former agreed to develop certain parcels of land in Cagayan de Oro owned by the latter into a
housing subdivision for the construction of low cost housing units. They further agreed that in
case of litigation regarding any dispute arising therefrom, the venue shall be in the proper courts
of Makati
Private respondent filed a complaint against petitioner for breach of contract and damages with
RTC Makati on the ground that other than a few unfinished low cost houses, there were no
substantial developments therein. Summons, together with the complaint, were served upon
Villarosa, through its Branch Manager Engr. Wendell Sabulbero at the stated address at
Kolambog, Lapasan, Cagayan de Oro City but the Sheriff's Return of Service stated that the
summons was duly served "upon defendant E.B. Villarosa & Partner Co., Ltd. thru its Branch
Manager Engr. WENDELL SALBULBERO on May 5, 1998 at their new office Villa Gonzalo,
Nazareth, Cagayan de Oro City, and evidenced by the signature on the face of the original copy
of the summons.
Villarosa filed a Special Appearance with Motion to Dismiss alleging that "summons intended for
defendant" was served upon Engr. Wendell Sabulbero, an employee at its branch office at
Cagayan de Oro City. Villarosa prayed for the dismissal of the complaint on the ground of
improper service of summons and for lack of jurisdiction over the person of the defendant.
Petitioner contends that the trial court did not acquire jurisdiction over its person since the
summons was improperly served upon its employee in its branch office at Cagayan de Oro City
who is not one of those persons named in Section 11, Rule 14 of the 1997 Rules of Civil
Procedure upon whom service of summons may be made. A motion to declare Villarosa in default
was filed for failing to file an answer.
Imperial Development Corporation filed an Opposition to the Motion to Dismiss filed by Villarosa,
alleging that the records show that defendant, through its branch manager actually received the
summons and the complaint as stated in the Sheriffs Return. Trial court denied the motion to
declare in default and the motion to dismiss.
Villarosa filed a motion for reconsideration contending strict compliance with the Rules. Imperial
filed an opposition to the MR. Villarosa filed a Reply contending that the changes in the new rules
are substantial and not just general semantics.
The MR was denied.
Hence, the present petition alleging that respondent court gravely abused its discretion
tantamount to lack or in excess of jurisdiction in denying petitioners motions to dismiss and for
reconsideration, despite the fact that the trial court did not acquire jurisdiction over the person of
petitioner because the summons intended for it was improperly served.
ISSUE: W/N a branch manager can receive summons on behalf of the company which results to
acquired jurisdiction by the court.
RULING: NO, the Court agrees with the contention of Villarosa. The Court agrees with the
petitioners contention that the enumeration of persons to whom summons may be served is
"restricted, limited and exclusive" following the ruleon statutory construction expressio unios est
exclusio alterius and argues that if the Rules of Court Revision Committee intended to liberalize
the rule on service of summons, it could have easily done so by clear and concise language.
Earlier cases have uphold service of summons upon a construction project manager; a
corporations assistant manager; ordinary clerk of a corporation; private secretary of corporate
executives; retained counsel; officials who had charge or control of the operations of the
corporation, like the assistant general manager; or the corporations Chief Finance and
Administrative Officer. In these cases, these persons were considered as agent within the
contemplation of the old rule. Notably, under the new Rules, service of summons upon an agent
of the corporation is no longer authorized.
The designation of persons or officers who are authorized to accept summons for a domestic
corporation or partnership is now limited and more clearly specified in Section11, Rule 14. The

rule now states "general manager" instead of only "manager"; "corporate secretary" instead of
"secretary"; and "treasurer" instead of "cashier." The phrase agent, or any of its directors" is
conspicuously deleted in the new rule.
The particular revision under Section 11 of Rule 14 was explained by retired Supreme Court
Justice Florenz Regalado, thus:
x x x the then Sec. 13 of this Rule allowed service upon a defendant corporation to be
made on the president, manager, secretary, cashier, agent or any of its directors. The
aforesaid terms were obviously ambiguous and susceptible of broad and sometimes
illogical interpretations, especially the word agent of the corporation. The Filoil case,
involving the litigation lawyer of the corporation who precisely appeared to challenge the
validity of service of summons but whose very appearance for that purpose was seized
upon to validate the defective service, is an illustration of the need for this revised section
with limited scope and specific terminology. Thus the absurd result in the Filoil case
necessitated the amendment permitting service only on the in-house counsel of the
corporation who is in effect an employee of the corporation, as distinguished from an
independent practitioner.
A strict compliance with the mode of service is necessary to confer jurisdiction of the court over
a corporation. The officer upon whom service is made must be one who is named in the statute;
otherwise the service is insufficient.
The liberal construction rule cannot be invoked and utilized as a substitute for the plain legal
requirements as to the manner in which summons should be served on a domestic corporation.